Holiday Inn 2009 Annual Report Download - page 40

38 IHG Annual Report and Financial Statements 2009
The Directors present their report for the financial year ended
31 December 2009.
Certain information required for disclosure in this report is
provided in other appropriate sections of the Annual Report and
Financial Statements 2009. These include the Business Review, the
Corporate Governance and Remuneration Reports and the Group
financial statements, and these are, accordingly, incorporated into
this report by reference.
Activities of the Group
The principal activities of the Group are in hotels and resorts, with
franchising, management, ownership and leasehold interests in
over 4,400 establishments, with almost 650,000 guest rooms in
over 100 countries and territories around the world.
Business review
This Directors’ Report should be read in conjunction with the
Chairman’s statement and the Chief Executive’s review on pages
3 to 5, and the Business Review on pages 8 to 34. Taken together,
these provide a fair review of the Group’s strategy and business,
significant developments during the year and a description of the
principal risks and uncertainties it faces. The development and
performance of the business during and at the end of the year
are described, together with main trends, factors and likely
developments, key performance indicators, environmental and
employee matters, and social and community issues.
Results and dividends
The operating profit before exceptional items was $363m: the
Group’s income statement is set out on page 60 of the Group
financial statements. An interim dividend of 7.3p per share
(12.2 cents per ADR) was paid on 2 October 2009. The Directors
are recommending a final dividend of 18.7p per share (29.2 cents
per ADR) to be paid on 4 June 2010 to shareholders on the Register
of Members at the close of business on 26 March 2010. Total
dividends relating to the year are expected to amount to $119m.
Share capital
During the year, 1,423,874 new shares were issued under employee
share plans. The Company’s issued share capital at 31 December
2009 consisted of 286,976,067 ordinary shares of 13 29⁄47p each.
There are no special control rights or restrictions on transfer
attaching to these ordinary shares.
IHG operates an Employee Share Option Trust (ESOT) for the
benefit of employees and former employees. The ESOT purchases
shares in the market and releases them to current and former
employees in satisfaction of share awards. During the year, the
ESOT released 3,058,848 shares and at 31 December 2009 it held
283,895 shares in the Company. The ESOT adopts a prudent
approach to purchasing shares, using funds provided by the Group,
based on expectations of future requirements.
No awards or grants over shares were made during 2009 that
would be dilutive of the Company’s ordinary share capital. Current
policy is to settle the majority of awards or grants under the
Company’s share plans with shares purchased in the market.
A number of options granted up to 2005 are yet to be exercised
and will be settled with the issue of new shares.
The Company has not utilised the authority given by shareholders
at any of its Annual General Meetings to allot shares for cash
without first offering such shares to existing shareholders.
Share repurchases
During 2009, the Company continued to defer the remaining £30m
of its £150m share repurchase programme in order to preserve
cash and maintain the strength of IHG’s balance sheet.
No shares were purchased or cancelled under the authority
granted by shareholders at the Annual General Meeting held on
29 May 2009. The share buyback authority remains in force until
the Annual General Meeting in 2010, and a resolution to renew
the authority will be put to shareholders at that Meeting.
Substantial shareholdings
As at 15 February 2010, the Company had been notified, in
accordance with the Disclosure and Transparency Rules of the
UK Financial Services Authority, of the following significant
holdings representing 3% or more of its issued share capital:
Ellerman Corporation Limited 10.00% Direct interest
FIL Limited 5.14% Direct interest
BlackRock, Inc. 5.11% Indirect interest
Cedar Rock Capital Limited 5.07% Direct interest
Legal & General Group Plc 3.96% Direct interest
Lloyds Banking Group plc 3.84% Direct and
indirect interest
Longleaf Partners Fund 3.74% Direct interest
Directors
Details of Directors who served on the Board during the year are
shown on page 36. Details of the beneficial share interests of
Directors who were on the Board at the year end are shown below.
No changes to these interests occurred between the year end and
the date of this Report.
31 December 2009
InterContinental Hotels Group PLC
ordinary shares1
Executive Directors
Andrew Cosslett 419,927
Richard Solomons 322,743
Non-Executive Directors
David Kappler 1,400
Ralph Kugler 1,169
Jennifer Laing 3,373
Jonathan Linen 7,3432
David Webster 34,117
Ying Yeh –
1 These shareholdings are all beneficial interests and include shares
held by Directors’ spouses and other connected persons. None of the
Directors has a beneficial interest in the shares of any subsidiary. These
shareholdings do not include Executive Directors’ entitlements to share
awards under the Company’s share plans, which are set out separately
in the Remuneration Report on pages 55 and 56.
2 Held in the form of American Depositary Receipts.
Directors’ report